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Arissa Cost Strategies, LLC - 2021-11-01
Al AW VED 0-o-/ (P45EY- A8s&N� .t City of Huntington Beach File #: 21-739 MEETING DATE: 10/5/2021 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Oliver Chi, City Manager PREPARED BY: Brittany Mello, Deputy Director of Administrative Services Subject: Approve and authorize execution of three-year Professional Services Contracts for Workers' Compensation managed care services with Lien on Me, Inc., for Bill Review, and Arissa Cost Strategies, LLC, for Utilization Review; and authorize a two-year contract extension with Acclamation Insurance Management Services (AIMS) to serve as the Third-Party Administrator of the City's Workers' Compensation Program Statement of Issue: The City of Huntington Beach issued a Request for Proposals (RFP) for Managed Care Services in support of the administration of its self-insured Workers' Compensation program. Staff recommends awarding three-year, fixed-fee contracts to the most responsive bidders for each program: Lien on Me for Medical Bill Review services, and Arissa Cost Strategies for Utilization Review services. Additionally, staff recommends a two-year contract extension with the City's current third-party administrator of Workers' Compensation program, Acclamation Insurance Management Services (AIMS). Financial Impact: These services will be funded out of the Workers' Compensation Internal Services Fund (551). The proposed contract with Lien On Me is for an amount not to exceed $525,000 for a three-year period. The proposed contract with Arissa Cost Strategies is for an amount not to exceed $300,000 for a three-year period. For the prior contract period from 2018 - 2021 , AIMS provided a three-year flat rate of$446,691 per year. The proposed two-year contract extension for 2021 - 2023 is for $460,091 per year, a modest 3% increase. The Funds for Fiscal Year (FY) 2021122 have been included in the approved budget. No additional appropriation is required. Recommended Action: X: A) Approve and authorize the Mayor and City Clerk to execute, "Professional Services Contract Between the City of Huntington Beach and Lien on Me, Inc., for Medical Bill Review Services," in an amount not to exceed $525,000.00 for the three-year period; and, B) Approve and authorize the Mayor and City Clerk to execute, 'Professional Services Contract Between the City of Huntington Beach and Arissa Cost Strategies LLC, for Utilization Review City of Huntington Beach Pape 1 of 3 PrMed w 9292021 yowe,eA4 Leo w " File #: 21-739 MEETING DATE: 1 0/512 02 1 Services of City's Workers' Compensation Claims,' in an amount not to exceed $300,000.00 for the three-year period; and, C) Approve and authorize the Mayor and City Clerk to execute, "Amendment No. 1 to Professional Services Contract Between the City of Huntington Beach and Acclamation Insurance Management Services (AIMS) for Workers' Compensation Third Party Administration," in an amount not to exceed $920,182.00 for the two-year period. Alternative Action(s): Do not authorize the proposed contracts and direct staff accordingly. This action could result in delays and increased expenses administering the City's Workers' Compensation program until new contracts are approved. Analysis: The City of Huntington Beach is required by law to provide Workers' Compensation benefits to employees who are injured or become ill in the course and scope of their employment. In order to achieve operational efficiencies, the City partners with a third-party administrator to administer its Workers' Compensation program. The City also contracts out for ancillary managed care services, including medical bill review, utilization review, and pharmacy management. In June 2021, the City of Huntington Beach issued a Request for Proposals (RFP) regarding these managed care services. The City's intent via the RFP process was to evaluate and select the best qualified respondents for each service. The proposals were evaluated and scored against the criteria listed in the RFP by a panel of subject matter experts, including the City of Huntington Beach Risk Manager, City of Anaheim Workers' Compensation Claims Manager, El Monte Union High School District Director of Risk Management and Safety, Genex Services Managed Care Consultant, and Director of Medical Services, MSA Settlements. Based on this initial scoring, the panel then interviewed the nine qualified respondents for Bill Review and seven qualified respondents for Utilization Review. Lien on Me received the highest evaluation score for Medical Bill Review services. Lien on Me is the Bill Review incumbent, and the City has been satisfied with their services. Over the last three years, their services have resulted in significant cost savings, estimated at $200,000 per year. Additionally, Lien on Me slightly decreased their pricing to remain competitive. The proposed three-year contract is estimated at $175,000 per year. Arissa Cost Strategies received the highest evaluation score for Utilization Review services. Arissa Cost Strategies is the Utilization Review incumbent, and the City has been satisfied with their services. Over the past three years, their services have resulted in significant cost savings, estimated at $69,000 per year. Arissa Cost Strategies also decreased their pricing to remain competitive. The proposed three-year contract is estimated at $100,000 per year. On December 17, 2018, the City Council approved a three-year contract with AIMS for third-party administration of the City's Workers' Compensation program in the amount of$1,340,073, following a competitive RFP process. Staff recommends a two-year contract extension at a flat rate of$460,091 per year to provide claims administration and coordination of the ancillary managed care services, in City of Huntington Beacn Page 2 of 3 Printed on 9292021 lie 19Q Leg star" File #: 21-739 MEETING DATE: 10/5/2021 order to achieve cost savings. Staff recommends the City Council award Professional Services Contracts to Lien On Me and Arissa Cost Strategies, and extend the contract with AIMS for continued coordination of the City's Workers' Compensation program and ancillary services, and authorize the City Manager to execute the agreements in a form approved by the City Attorney. Environmental Status: Not applicable. Strategic Plan Goal: Non Applicable - Administrative Item Attachment(s): 1. Professional Services Contract with Lien on Me, Inc. 2. Professional Services Contract with Arissa Cost Strategies, LLC 3. Amendment No. 1 to the Professional Services Contract with Acclamation Insurance Management Services (AIMS) 4. Professional Services Contract with AIMS 5. Professional Service Award Analysis I I I i I City of Huntington Beach Page 3 of 3 Printed on gng/2021 pmerece*Legmtar"' PROFESSIONAL SERVICES CONTI-ACT BL'•TWEEN THE CTTY OF HUNIINGTON BEACH AND ARISSA COST STRATEGIES. LLC I-OR UTILIZATION REVIEW SERVICES OF CITYS7 WORKER'S COMPENSATION CLAIMS THIS AGREI?1v1EN"h ("Agreement') is made and entered into by and between the City of luntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and ARISSA COST S'I RATGEIS, LLC, hereinafter referred to as "CONSULTANT." WFIEREAS, CITY desires to engage the services of' a consultant to provide Utilization Review Services of the City's Workers' Compensation Claims: and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW. THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Kathleen R. Torres who shall represent it and be its sole contact and agent in all consultations with CITY during the pertormance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 205773n I-10244 1 of 12 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on November 1, 2021*(the "Commencement Date"). This Agreement shall * *YrTrc.G b�o C.sZcnci d e7v 4al&4- S- a1/. automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 3 years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement,a fee, including all costs and expenses. not to exceed Three Hundred Thousand Dollars ($300,000.00). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 265773121.10244 2of12 7. DISPOSITION OP PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all ori-inal drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. A. FIOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers tom and against any and all claims, damages, losses, expenses,judgments. demands and defense costs (including, without limitation, costs and lees of litigation of every nature or liability of any kind or nature) arising out of' or in connection with CONSULTANT's (or CONSULTANT's subcontractors, ifany) negligent (or alleged negligent) performance ofthis Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CffY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULfANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. Exclusion of Damages. Notwithstanding any term of this Agreement, in no event will either Party be liable to the other Party for special, indirect. incidental, exemplary, consequential (including but not limited to loss of profits) or punitive damages arising from the 26577301-102-34 3of12 relationship of the Parties or the conduct of business under this Agreement, even if the responsible Partv has been advised of in advance or has foreseen the possibility of such damages. C. CONSULTANT is not an insurer or Healthcare Provider. CONSULTANT PRO CART; RX services intended as an aid to, and not a substitute For, the knowledge, expertise, skill and judgment of prescribers, pharmacies, or other healthcare professionals. Pharmacies, prescribers, other healthcare professionals, the CITY's employees are individually responsible for acting or not acting upon information generated and transmitted by CONSULTANT. and CONSULTANT does not control or intervene in the healthcare of Claimants. Plan decisions. or actions taken by pharmacies. Prescribers, other healthcare professionals. CITY. or Claimants, and CONSULTANT is not responsible therefor. CONSULTANT'S services are intended to assist CITY in their decision making process, including any CITY decisions made with respect to coverage and benefits related to such coverage for Claimants. However, CITY shall be soleh responsible for coverage and benefit related decisions made for Claimants, and CONSULTANT shall have no liability or responsibility for CITY's use of information provided by CONSULTANT and used in CITY's coverage based decisions for Claimants. 9. PROFESSIONAL LIABILITY INSURANCE CONSUL:TANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000.000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of'CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: 265773n1-I0244 4 of 12 A. The police retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notifv CITY ofcircumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period ofcoverage following PROJECT completion. if insurance is terminated for any reason. CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 11'CONSULTAi T fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof' that insurance has been procured and is in force and paid for. the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CON'SULTANf waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder. CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; 13. state that the policy is currently in force: and 265773a I-102-34 5 of' 12 C. shall promise that such policy shall not be suspended, voided or canceled by either party. reduced in coverage or in limits except after thirty(30) days' prior written notice; however,ten(10)days' prior written notice in the event of cancellation for nonpayment of'premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate From CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay. in a prompt and timely manner. the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is. and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes. social security. state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any. in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is full\• complete. Any termination ofthis Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided 265773R I-10244 6 of' 12 herein. In the event of termination. all finished and unfinished documents. exhibits, report. and evidence shall. at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNNIENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. CITY EN'1FLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 15. NOTICFS Any notices. certificates, or other communications hereunder shall be given either by personal delivery to CONS ULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a scaled envelope.. postage prepaid, and depositing the same in the United States postal Service. to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery. a reputable overnight carrier or U. S. certified mail-return receipt requested: 2657-,3r_i-10244 7of12 TO CITY: TO CONSULTANT: Cite of Huntington ntington Beach ARISSA COST STRATEGIES ATTN: Human Resources Director ATTN: Kathleen R. Torres 2000 \Main Street 2962 Business Center Drive, Suite 100 1-luntineton Beach, CA 92643 Irvine, CA 92612 16. CONSENT When CIIY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 17. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SF-.CTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning Of the Various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of anv provision of this Agreement. 19. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against anv of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent 26577301-10244 8of12 upon any other unless so expressly provided here. As used in this Agreement. the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract. then the latter shall prevail. and the provision of this Agreement which is hercbv affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 20. DUPLICA-rr ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals. each of which so executed shall. irrespective of the date of its execution and delivery, be deemed an original. Bach duplicate original shall be deemed an oricinal instrument as against any party who has signed it. 21. I\kl\91GRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 22. LGGAL SI IZVICES SUBCONTRACTING PROI-IIBITE'D CONSULTANT and CITY agree that CITY is not liable for payment of' any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huwbi gton Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for 265 773/21-102d-t 9of12 CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSUL:PANT. 23. ATTORNEY'S 1.1-1 S In the event suit is brought by either party to construe. interpret and/or enforce the terms and/or provisions of'this Agreement or to secure the performance hereof. each party shall bear its own attorneys lees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 24. SURVIVAL Terms and conditions of this .Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 25. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 26. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power. authority and right to bind their respective parties to each of the terms of this Agreement. and shall indemnify CITY filly for an injuries or damages to CITY in the event that such authority power is not, in fact. held by the signatory or is withdrawn. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with Icgal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements. promises, agreements or warranties. oral or otherwise, 265773R1.10244 10 of 12 have been made by that part or anyone acting on that party's behalf. which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation. inducement, promise, agreement, warranty. fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits. contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 28. EFFECTIVE' DATE This Agreement shall be effective on the date of its approval by the City Attorney. -]'his Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 265773l21.10244 I 1 of 12 CONSULTANT, ARRISA COST STRATEGIES CITY OF HUNTINGTON BEACH, a municipal corpor tion he State of California By: �r print name ITS: (circle one)Chairm reside ice President City Clerk / AND INITIATED AND APPROVED: By: Director of Administrator Services �L print namt'hief Financial Ofl➢ttr/ EVIE D PPROV ITS: (circle one)Secretary sst. Secretary Treasurer City Manager APPROVED Citv Attomev 265773121-10244 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Reduce the total costs of Workers' Compensation utilization review through a combination of rules based technology. clinical expertise, fee schedules. VITUS guidelines, California Formulary through the integration of bill review and pharmacy benefit management services- B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: CONSULTANT'S duties and responsibilities shall follow provisions specified n the City of Lluntineton Beach Scope of Work shown in Exhibit Al. Detailed services shall include but is not limited to the Scope ol'work in Exhibit A.1. C. CITY'S DUTIES AND RESPONSIBILITIES: City shall collaborate with CONSULTANT to promote compliance with Scope of%York requirements: foster a high level of communication, trust, transparency. and commitment which is imperative to the success of the program. D. WORK PROGRAM/PROJECT SCTIEDULL-': Work program is required per the Scope of Services as requested by the CITY. EXHIBIT A.l UTILIZATION REVIEW • The consultant shall establish a UR program in compliance with all California workers' compensation statutes and regulations. The program plan shall include the development Of utilization review policies, procedures, and processes. The plan shall be customized for the City of Huntington Beach and shall include provisions for the oversight of the UR authorization process. UR decisions shall be coordinated in the bill review platform to ensure consistency in the medical approval and payment processes. • The consultant shall demonstrate the ability to utilize industry standard best practices, nationally accepted medical criteria and the MTUS adopted by the State of California to accurately assess the request for medical services in timeframes mandated by the State of California. • The consultant must utilize a California based Medical Director and Reviewer/Gxpen Reviewer panel to delay. modify or deny requests for authorization of medical treatment that does not meet medical criteria establishing medical necessity to cure or relieve the effects of the industrial injury. • Physician Rcviexyer means a medical doctor. doctor of osteopathy. psychologist, acupuncturist. optometrist, dentist, podiatrist, or chiropractic practitioner licensed in the State of California, competent to evaluate the specific clinical issues involved in the medical treatment services and where these services are within the individual's scope of practice. • Medical Director is the physician and surgeon licensed by the Medical Board of California or Osteopathic Board of California who holds an unrestricted license to practice medicine in the State of California. The Medical Director is responsible for all decisions made in the utilization review. • Consultant must be URAC certified. • Consultant will utilize special resources, procedures, or approaches to include: UR software, namely VCMS. The VCMS system will coordinate activities with TPA, in- house staff, bill review and all ancillary vendors. The UR platform, VCMS, will combine evidence medicine-based criteria (i%TfUS, ACOE, ODG, RBGDMI), etc.) with the Cith's specific protocols to create a highly customizable platform for utilization review decisions. • Consultant's software includes an Auto-Approve feature that will allow auto-approval of first line treatment by utilizing in-dwelling protocols (MTUS, AC0G\4. ODG, as well as custom protocols for the City) to determine medical necessity. • Referrals meeting the necessary criteria for auto-approval. will be approved through the system and incur a nominal Ice of S8.00. • When Consultant receives an RPA from the city. their coordinators will input all data into the VCA4S system to begin the evaluation process. When a determination has been made, whether auto-approved based on the protocols of the City of by a physician reviewer, the system will update and generate the custom letters to be mailed out. Determination letters, including proofs of service, are sent to all the necessary parties, the City, employee, provider, attorneys of records, by both secure efax and U.S. Mail. • Consultant's UR program will be conducted by physician reviewers and nurses. This will expedite the time frames and allows doctors to have conversations with the treating physicians at the onset of a claim. • "Ihe City's claims adjustor/examiner will have authority to approve specific treatment for injured workers as outlined in the City's Utilization Review Referral Criteria. EXHIBIT "B" Payment Schedule (Fixed Fee Payment) SEE EXIIII31T 13.1 — FIXED FEE PAYMENT SCHEDULE I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. Z. Delivery of work product A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product. CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement: B) Describe the services performed: C) Show the total amount of the payment doe: D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement: and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice. if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement. CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be Unreasonably withheld. If CITY does not approve an invoice. CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in. or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of' the information required above. and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. EXHIBIT B.1 UTILIZATION REVIEW PRICING Non Physician Review (per hour)—Optional Nurse only $80.00/RFA - unlimited request Physician Review (per our) $175.00/RFA- unlimited request Expert Physician Review (per hour) $175.00/RFA- unlimited request Medical Director Review (per hour) $85.00/RFA unlimited request Other $10.00/RFA UR Claims Examiner/Extensions/Revisions unlimited request $55.00 Unlimited Requests (unless Medications Review Specialty Medical Review is required) s° ',i``' INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Risk Management 2. Date: September 15. 2021 3. Name of contractor/permittee: Arissa Cost Strategies 4. Description of work to be performed: Utilization Review Services 5. Value and length of contract: S459.000. 3 years 6. Waiver/modification request: S115.000 deductible for Professional Liability 7. Reason for request and why it should be granted: City's maximum deductible for Professional Liability is S10,000. 8. Identify the risks to the City in approving this waiver/modification: Arissa Cost Strategies currently has adequate equity and line of credit to minimize the City's risk. . W "1,9� 1 / 161Ro � Department Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management [2/Approved ❑ Denied Signature Date 2. City ttorney's Office Approved ❑ Denied Signatur, Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Waiver Form 9/15/2021 11:10:00 AM CERTIFICATE OF LIABILITY INSURANCE oA09I14202 W1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER CONTACT Cathy Service Van Wyke-Stahl Sergeant Insurance Agency,LLC. PHONE (818)561-2600 1 nlXc Ne: (818)436-5988 7740 Painter Avenue P210 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC9 Whittler CA 90602 INSURER A: Sentinel Insurance Company LTD 11000 INSURED INSURER B: AmTrusl North America-Sequoia Insurance Co. 15954 INSURER C: Ironshore Insurance CO 25445 Arlssa Cost Strategies INSURER D: 2062 Business Center Drive.Suite 100 INSURER E: Irvine Ca 92614 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MJ.Y HAVE BEEN REDUCED BY PAID CLAIMS. ISUEIR �TR TYPE OF INSURANCE ADDL I POLICY NUMBE0. I IIN.UC.XMFM)AuIDDIYYYY LIMITS TIX II COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE I S 2,000,0007 J CLAIMS-MADE OCCUR RREMISES E. amrence 5 i.000,000.00 I N ED EXP(Any.MI.) I S 10.000.00 A Y y 7 2SBABD4427 0812212021 081222022 PERSONAL 6 ADV INJURY 5 2,000,000.00 GEN. AGGREIGGAT'E UNIT AP(PLLIIEIS PER I GENERAL AGGREGATE 5 4,000,000.00 /t POLICY ICI JECT I'_OC PRODUCTS COMPAP AGO 5 4,000,000.00 OTHER 5 AUTOMOBILE LIABILITY I a NdINYO SINGLE LIMIT S 2.000,000 ecwenU A �I ANY N AUTO BODILY INJURY(Per xna+l S AUrOS III SCHEDULED AUTOS 72SBABD4427 08222021 0822J2022 BODILY INJURY(PeI.M.enn 5 HIRED S OM1l� NO'-0VddED PROPERP:DAMAGE IX AUTOS ONLY AUTOS ONLY IfPera�OenJ 5 IS UMBRELLA LAE OCCUR I EACHOCCURRENC= I5 EXCESS LIAR I CL.UMS-MADE I AGGREGATE I S I I DEC I RETENTIONS WORKERS COMPENSATION ER OTH- X RL:TIITE En „Ir.r.:a;rLovras u,;olur' YIr. ANYPROPRIETORIPARTNERIEAECUDVE E L.EACH ACCIDENT IS 1,0DQ0D0.0D 6 OFFICERIMEMSER EXCLUDED' ❑h' NIA N OWC 1170970 07/282021 07/262022 (Nandamry In NH) E.L.DISEASE-EAEMPLOYEEI S 1,000,000.DO I' es. PT,ION apse: D�SCRIWION'0-0PEWAi10R'S below EL DISEASE POLICY LIMB 1 5 1,000,000.00 Managed Care Errors 8 Omissions am Lim a Clainnj C Liability HC7SACCUSA001 081242021 08/2412022 Dam Lim(Pol Agg) 2,000,000.00 Ded(Ea Claim) 115,000.00 DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES(ACORD 101,A404ional Remarks ScMduma,may be anaonOd a more[pace a required) City of Huntington Beach,it's officers,elected or appointed Officials,employees,agents and volunteers are additional insured by Written Contract,Written Agreement or Permit as it relates to operations of named insures only.See Business Liability form SS 00 OB 04/05 APPROVED AS TO FORM By: MICMAEL E. GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELSRJIIA HUNnNGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. Ann:Human ResoumesJRisk Management AUTH00.1ZEO REPRESENTATIVE 2000 Main Street Huntington Beach Ca 92648 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ACO OOR ® �A E IM voom v7 `� CERTIFICATE OF LIABILITY INSURANCE 09/14/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policylies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject t0 the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER NTnoT NAM E: Cathy Service Van Wyke-Stahl Sargeant Insurance Agency.LLC. PHON_EXll: (818)561-2600 1a� Ne): IS 18)436-5988 7740 Painter Avenue k210 EMAIL ADDRESS: INSURER151 AFFORDING COVERAGE NAIC0 Whittier CA 90602 INSURER A: Sentinel Insurance Company LTD 11000 INSURED INSURER B: AmTrust North America-Sequoia Insurance Co. 15954 INSURER c: Ironshore Insurance Cc 25445 Arissa Cost Strategies INSURER D: 2062 Business Center Drive, Suite 100 INSURER E: Irvine Ca 92614 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTNATHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT`MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRI ADOL PLICY EFF TYPE OF INSURANCE jNSpVIVD POLICY NUMBER (MUC' O YFF PODCYEXP IIMIVDO/YYYYI LIMBS 1^ coLvai:RClAl.cu:Leu uAualll I:ACr10CCUHRif.�E is 2,000,000.00 F-1CIAIMS-.MADE Ix I OCCUR -BEMSESaaoccunencel 5 1,000.000-00 NEG EAP IAnr we;arson) S 10,000.00 A Y y 172SBABD4427 0822/2021 08/22/2022 PEFSCNAL n ACV INJURY 5 2,000,000.00 GEN L AGGPEGATE LIMIT APPLIES oER GENERAL AODPEOATE 5 4.000.000-00 X LIDY "0- L-CT _I'_OC PPCOUCiS-COMPAP AGO S 4,000.00O.00 GThEP. S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 2.000,000 AHY AUTO LEa..2em BOGILY IfuuPY IPer odrsdn) 1 5 CANED SCHEDULED A ^ AUTOS ON.•LY AUTG$ 72SBABD4427 08122/2021O&2212022I BODILY I::.'ueY leer arsicangs X ED AUTOS or:Lr .UTCS�'CNLY hReCa ace ;IAMAGE UMBRELLA LIAR CCCL'P EACH OCCURRENCE I S —^ EXCESS UAB CLAIM$.MACE AGGREGATE S CED P TEN-IONS 5 WORKERS COMPENSATION I X ST.RTL4P IEF" AND EMPLOYERSLIABIDTY YIY +NYVRCPRIETCPIPAR"a E[ECUTP:E � IE L.EACH ACCIDENT S 1,000,000.00 B O°FICER.MEMBEREr.CLUOEDT MN NIAI INOWC 11711970 07/2&'2021 07I28/2022 (Mandatary In NH) E L.DISEASE-EA EMPLOYEEI 5 1,000,000.00 I:/es descnde under CE SCR IPTION OF OPERATIONS oeiow E.L.DISEASE POLICY LIMITS 1,000,000.00 Managed Care Errors 8 Omissions am LIM(La aim) 1.0 U, U . C Liability HC7SACCUSA001 08/24/2021 08/24/2022 Dam Lim(Pol Agg) 2,000,000.00 Ded(Ea Claim) 115,G00.00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACCRD 101.Additional RenarPe Schedule,may Oo arached If more seace is required) City of Huntington Beach,it's officers.elected or appointed officials,employees.agents and volunteers are additional insured by Written Contract,Written Agreement or Permit as it relates to operations of named insured only.See Business Liability form SS 00 08 04105 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Human Resources/Risk Management AUTHORIZED REPRESENTATIVE 2000 Main Street Huntington Beach Ca 92648 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 it BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory Insuring Agreement (b) The "bodily injury" or "property damage' occurs curing do policy a. We will pay those sums that the insured period: and becomes legally obligated to pay as damages because of "bodily injury". (c) Prior to the policy period, n insured listed under Paragraph 1. off Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance does not apply. the "bodily injury" or "property ppy. damage' occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit" that may result. But: damage' during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence" or claim: „ (1) Reports all, or any part, of the "bodily (1) To "bodily injury' and property injury" or "property damage" to us or damage" only if: any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage"; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury'. professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist. nurse. emergency suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to 51,000 for the cost of bail bonds emergency medical technician or rc;qulfed because of accidents a traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability Coverage for"bodily injury" applies. We (b) You are not engaged in the b do not have to furnish these bonds. business or occupation of providing such services. (3) The cost of appeal bonds or bonds to 2 For the release attachments, but only for bond ( ) purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to 5500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent: the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to nay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident: and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured, injury' and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the issued wind tile inkiest of the (2) life conditions set faith above, ui tho indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to "bodily injury" or "property damage" resulting defense of the "suit". from the use of reasonable force to (i i) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers received in connection with out an offense committed by, at h the "suit"; direction of or with the consent or acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury" or"property damage":or respect to coordinating other ( ) l ry applicable insurance available (2) "Personal and advertising injury" to the indemnitee: and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit", absence of the contract or agreement:or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of (1) above, subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity, attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a parry other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same "insured contract",and (1) 'Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litination expenses are for !l::'ontcnc,l discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, or equipment that is used to (3) Any statute, ordinance or regulation relating to the sale, gift. distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or heir guests: This exclusion applies only if you are in the business of manufacturing, distributing, (i i) "Bodily injury" or "property selling, serving or furnishing alcoholic damage" for which you may be held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar Laws lessee of such premises, site or location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing 9 9 or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured,or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor, (b) At or from any premises, site or (i1) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage. release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor, or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which anv insured or wor!<ing directly or uidirerfly on :,my any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing. or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft. "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and "loading or unloading". "Bodilyinjury", in� ry', "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly,out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war, employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft. "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents, or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. yvu or:u or rei it; j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long: and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge, any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services, rented or loaned to you or the insured, (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps. shop contract" for the ownership, drawings. opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders. designs or watercraft, drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical. surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment": or instruction: (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction: with a paid crew. However, this (6) Any service. treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily injury" or "property damage", whether appearance or skin enhancement, hair the other insurance is primary, excess, removal or replacement or personal contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured:or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, filling,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products: fewer consecutive days. A separate Limit (9) Any of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D. - Limits Of Insurance. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin, and rental by you. (c) Similar services, Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy, not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to nut apply to the Inciduntal Miudic.L uurrowed ogwPiiicni while not i;eing used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. -Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage" to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property, This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon. if the"property damage" arises the damage arises was performed on your out of any part of those premises, behalf by a subcontractor. (3) Property loaned to you, n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured, "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically njured, arising out of: which you or any contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work", or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting, repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work", or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect. Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of 111aterlal, if done by or at of advertising, broadcasting. the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period: (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail address. domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers, except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement": any state right privacy created by any statt e or federal al act. (5) Arising out of the failure of goods, However. this exclusion does not products or services to conform with any statement of quality or apply to liability for damages that the performance made in your insured would have in the absence of "advertisement": such state or federal act; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services. (a) An "advertisement' for others on (7) Arising out of any violation of any your web site: intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images, or "advertisement", of (d) Comouter code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site, or a trademark. trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity: or content on your web site, Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities, or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or humiliation committed by or at the part but far the "asbestos hazard direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured, requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring. cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's I. Violation Of Statutes That Govern E- employment, or Mails, Fax. Phone Calls Or Other (c) Employment-related practices. Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation. "Bodily injury", "property damage", or reassignment, discipline. "personal and advertising injury' arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA). including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs (a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003. that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting. communicating or an employer or in any other capacity: distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire. Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury': are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises ,you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to the conduct of your business. "employee" of any insured, if benefits for the "bodily injury' are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers' are insureds for: or disability benefits lase or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury': To a person injured while practicing. (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while C. WHO IS AN INSURED performing duties related to the conduct of your business, 1. If you are designated in the Declarations as: (b) To the spouse, child, parent. a. An individual, you and your spouse are brother or sister of that co- insureds. but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above, or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or 'employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee' or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use,of that property: and However. no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment, or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to. in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with respect to liability arising out of the operation as a named insured does not apply to injury or damage with respect to which an no other in the watercraft, and only if insured under this insurance is also an insurance any kind i available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury' to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments. tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's Dremises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product: person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container. part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. —Optional Additional Insured Coverages. the vendor, or a. Vendors (h) "Bodily iniurv" or "property damage" arising out of the sole Any persons) or organization(s) (referred to below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or chose of "bodily injury" or "property damage" arising out of "your products" which are distributed its employees or anyone else or sold in the regular course of the vendor's acting on ittss behalf. However, this business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d)or (f). or "products-completed operations hazard". (ii) Such inspections, adjustments. (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business.. in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person cq organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the vendor would have in the absence containing such products. of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you, whom you lease equipment: but only with respect to their liability for "bodily (c) Any physical or chemical change injury', "property damage" or in the product made intentionally "personal and advertising injury' by the vendor; caused. in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision., but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises a) "Bodilyu roe ( injury",rY�. "property rtY damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality, or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (h) Structural alterations, new (1) Anv nth^r person or organzatbn who construction or demolition is not an insured under Paragraphs a. operations performed by or on throuch e. above, but only with behalf of such person or respect to liability for "bodily injury". organization. "property damage" or "personal and d. Architects. Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury' caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises. (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings. opinions. "Bodily injury", "property damage" or reports. surveys. field orders, " change orders, designs or personal and advertising injury" arising out of the rendering of, or the drawings and specifications: or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury', insureds are described in Section D. — Limits "property damage' and medical expenses Of Insurance. arising out of any one 'occurrence' is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury' sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Suhject to 2.h. above, the most we will pay for company that is nut shown as a Named Insuicd in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds, "property damage' to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses. is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your 'locations" subdivision, or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to any remaining period of less than 12 months. starting (4) Assist us, upon our request, in the with the beginning of the policy period shown in the enforcement of any right against any Declarations, unless the policy period is extended person or organization that may be after issuance for an additional period of less than 12 liable to the insured because of injury or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation. or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses, and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional O An 2 insured must y partner, if you or an additional insured is a partnership, (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (2) Notify us as soon as practicable. (41 Any "executive officer" manager, if you or an insurance additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the trustee,practicable. (5) Any if you or an additional claim or"suit" as soon as p insured is a trust; or c. Assistance And Cooperation Of The 8 Insured ( ) Any elected or appointed official, if you or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured, upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury' Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to a other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this provide any liability, uninsured motorists, Coverage Part, our obligations are limited as follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other insumnce by the methnd dnscrihed in c. Nu person of utganitation has a right under below. this Coverage Form: a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured: but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner: claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of 6. Representations Section A.—Coverages. (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete, the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: You covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance: and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part, apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this anproach, (a) Primary Insurance When each insurer conu'ibutes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurers share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or p part of any payment, including permit that this insurance is Supplementary Payments, �.ve have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. Al our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage, other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or art of an against an suit" if an g t y payment. defend the insured a g y �� Y including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise. but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury', "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part. by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "budily injury", "pwperty damage" or b. With respuGl to thu inswuncc affoidud to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations, ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds. the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision — Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products: additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product: the state or municipality, or o "properly damage" (9) Products which, after distribution (2) "Bodily injury" or p p y d "g or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard, container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured tho pnrsnn(c) nr nraanizr !inn(c) dWnapn" ari^ing nut Of thO Snl^ (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part provides coverage for "bodily injury" or Subparagraphs (d) or(f); or "property damage" included within the (ii) Such inspections.. "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement, whom you have acquired such This exclusion does not apply to products. or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you: WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you: or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container: Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury', "property damage" or "personal has the purpose of inducing the sale of goods. and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio: acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); nr (5) Newspaner: (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services, or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products-completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2 "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services. including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness: or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada: if such property can be restored to use by: b. International waters or airspace, but only if a. The repair. replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work": of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a. above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business, or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits prnvidl� thn inswed's reshnnsihilily to Iny of Insurance. damages is determined in the United States of b. A sidetrack agreement. America (including its territories and c. Any easement or license agreement. possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad, 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality. except in a. Stored as or on: connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement: or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or Floppy disks, (including an indemnification of a CD-RONIS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" ineans one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous, or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys. field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications: or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage, or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment: or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes htspnction, architectural nr other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing: or aircraft, watercraft or"auto": (c) Street cleaning: b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury. other vehicles designed for use principally including consequential "bodily injury", arising off public roads, out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment: next to premises you own or rent: b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but Occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; 1 The transportation of property,O P P P rtY. unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement", or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned Of UnUSeil natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids. alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned orreclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard", physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work"except: "occurrence" that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee", Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM J. Donates his or her work, (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product': a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled. (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You: or operations. (b) Others trading under your name: b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired: and of"your work", and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. hunisheu in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality. durability, performance or use of"your product"; and Page 24 of 24 Form SS 00 08 04 05 Utilization Review - Proposals Submitted June 2021 Arissa —Kathy Torres, (714)726-4999 Careworks— Robert Weinberger, (949)683-7975 EK Health—Keri Wilson, (877)861-1595 Innovative Claim Strategies—Carlos Navarro, (732)425-1066 Medata — David Neubert, (949)929-3299 Mitchell—Mitch Freeman, (904)476-4821 ProCare RX—Mike McQuilken, (813)951-0922 180 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ ,%r%v%v.huntingtonbeachca.gov Office of the Citv Clerk Robin Estanislau, City Clerk October 12, 2021 Arissa Cost Strategies, LLC Attn: Kathleen R. Torres 2962 Business Center Drive, Suite 100 Irvine, CA 92612 Dear Ms. Torres: Enclosed is a fully executed copy of the "Professional Services Contract between the City of Huntington Beach and Arissa Cost Strategies, LLC for Utilization Review Services of the City's Workers' Compensation Claims" approved by the Huntington Beach City Council on October 5, 2021. Sincerely, Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan • Waitakere, New Zealand